Asset Management & Investment Funds: Irish Practice Developments – February 2025

Deadlines

12 March 2025 - ESMA consultation on loan-originating AIFs - ESMA’s consultation on RTS for loan-originating AIFs closes.

3 March 2025 - Savings and Investments Union - The European Commission’s call for evidence closes on 3 March 2025.

31 March 2025 - ICCL Report - For the purposes of the Investor Compensation Company DAC’s compensation scheme, authorised UCITS/AIFM management companies authorised to perform individual portfolio management are required to file the ICCL report, see  UCITS - management companies reporting requirement.

21 May 2025 - ESMA’s guidelines on funds’ names using ESG or sustainability-related terms - End of transitional period - guidelines apply to UCITS and AIFs existing before 21 November 2024 from 21 May 2025 (discussed here).

31 May 2025 - Fund profile return - The annual CBI fund profile return is required for all Irish authorised sub-funds. The CBI Portal deadline for sub-fund profile returns has been moved from February to May 2025. The CBI does not anticipate that the fund profile will change from year to year, as changes would most probably reflect changes within the fund's offering documents. Therefore, year-to-year updates to the fund profile are expected to be minimal and reflect significant changes. The CBI updated its Fund profile guidance and template in 2022.

30 June 2025 - Exchange traded funds (ETFs) - Management companies of ETFs should review the actions outlined in the CBI letter on the primary and secondary market trading arrangements of ETFs (discussed here) and, where appropriate, incorporate the necessary changes to their frameworks and practices by the end of Q2 2025.

1 July 2026 - UK OFR - Final OFR’s landing slots open for fund operators of umbrella EEA UCITS whose name begins with the letter “W-Z and firms with digits in the title” (in the TMPR) until 30 September 2026.

July 2026 - NBFI leverage policy recommendations - The FSB’s 2025 Work Programme notes publication of their Final Report on NBFI leverage policy recommendations in July.

Reporting obligations may vary on a firm-by-firm basis. The above list does not cover:

• tax, FATCA or CRS filings, director's compliance statement obligations, which apply to listed UCITS VCCs
• diversity reporting obligations, which may apply to listed AIF and UCITS VCCs
• ad hoc filings, such as regulatory reports, or filings of annual accounts (and related documents which include annual FDI returns) and semi-annual accounts or other similar returns (which deadlines vary to reflect the particular entity's year-end)

By way of example, the Companies (Accounting) Act 2017 obliges UCITS investment companies and AIF investment companies to file annual accounts with the CRO within 11 months of their financial year-end.

CBI CSA questionnaire on compliance and internal audit functions

The Central Bank of Ireland (CBI) has issued a questionnaire to certain Irish UCITS management companies and AIFMs as part of the European Securities and Markets Authority (ESMA) common supervisory action (CSA) with national competent authorities on compliance and internal audit functions. The CSA will investigate to what extent UCITS management companies and AIFMs have established effective compliance and internal audit functions with the adequate staffing, authority, knowledge, and expertise to perform their duties under the AIFMD and UCITS Directive.

The questionnaire addresses the following areas:

Compliance function

• policies, procedures, and measures
• assigned responsibilities and delegation
• conditions for proper and independent performance
• reporting to senior management
• compliance monitoring plans

Internal audit function

• conditions for proper and independent performance and delegation
• reporting to senior management
• internal audit plans

The CBI communication and questionnaire should be brought to the attention of board members and relevant senior management of UCITS management companies and AIFMs that received the questionnaire. The process of compiling data should begin as soon as possible in preparation for completion of the questionnaire via CBI Portal return by 14 March 2025.

For more information on the CSA please refer to EU and International developments.

CBI hedge fund review

The CBI has launched a review of the Irish domiciled hedge funds sector, aimed to improve its understanding of the financial stability risks of the hedge funds sector in Ireland and to enhance supervisory understanding of the sector. The review also includes “other funds” that follow hedge fund like strategies involving derivatives usage and/or leverage. For the purposes of this review, the CBI is gathering data on specified funds via a questionnaire.

The CBI will contact fund management companies to notify them when the final questionnaire is available on the CBI Portal for completion. The CBI has indicated that the timeframe for completion of the questionnaire via CBI Portal return is 27 March 2025. Following submission of the returns, the CBI will assess and analyse the information provided and where needed, request further information and/or schedule direct engagements with relevant fund management companies.

The CBI communication and questionnaire should be brought to the attention of board members and relevant senior management of the recipient firm.

CBI speech on the utilisation of innovation and technology to conduct and to combat financial crime.

Derville Rowland, Deputy Governor, Consumer and Investor Protection at the CBI delivered a speech on the utilisation of innovation and technology to conduct and to combat financial crime. Ms Rowland believes in the potential benefits of innovation and technology for consumers, investors, businesses and society in combatting financial crime and that the risks must be effectively managed. Points of interest are detailed below.

The EU’s AML package is, by design, technology neutral. 

• The use of AI is acknowledged under the package, with an obligation on firms to ensure that human oversight is applied to decisions proposed by AI tools that may impact customers in certain areas.
• Details of virtual IBANs which are linked to other payment accounts will have to be recorded in member states’ bank account registers. This will allow law enforcement to trace any funds being moved by such virtual IBANs.
• The package introduces the concept of information sharing partnerships. Through these, credit and financial institutions will be enabled to share information relating to high risk customers, subject to important guardrails including data protection assessments.  

On sanctions, the package:

• imposes obligations on obliged entities to implement frameworks to prevent and detect attempted breaches of EU financial sanctions
• requires obliged entities to ensure that prospective customers, and any person who owns or controls such prospective customers, are screened against the financial sanctions list prior to onboarding

Developing a wider approach to preventing financial crime

• Work is needed to put in place a comprehensive financial crime preventative framework that includes fraud. The EU and member states have started thinking about fraud and money laundering more holistically, rather than two silos to be tackled independently. This is very welcome. 
• The CBI is approaching AML, fraud, and sanctions through the lens of financial integrity of the system. The CBI is building out a more integrated supervisory framework to look at risk in a more holistic way. The CBI wants to take a whole-of-sector, rather than piecemeal, approach.

Ms Rowland noted a number of other important EU developments aimed at protecting the financial integrity of the system. These include PSD3 and the Payment Services Regulation, the EU’s Markets in Crypto Assets Regulation (MiCAR), the amended Fund Transfer Regulation and the Instant Payments Regulation.

Ms Rowland also referenced the CBI’s Innovation Sandbox Programme (launched last December) which has the specific theme of combatting financial crime.

CBI’s Register of Beneficial Ownership of CFV

The CBI has updated its website as regards access to the CBI’s beneficial ownership register for certain financial vehicles (CFV) with the addition of form BOR5 for use where access to information on the register is sought on the basis of demonstrating a legitimate interest. The CBI also updated its beneficial ownership register frequently asked questions.

Designated persons should use BOR 4 form when seeking to access to the CBI’s Register of beneficial ownership of certain financial vehicles.

UCITS/RIAIF - update to list of issuers

The CBI recently updated fund authorisation application forms to reflect the addition of the government of Saudi Arabia (provided the issues are of investment grade) in the list of issuers for which a UCITS/RIAIF may invest up to 100% of net assets.

For more information on these topics please contact any member of A&L Goodbody's Asset Management & Investment Funds team.